This website uses cookies to improve your browsing experience and the continued use of the webpage indicates your consent to ÅF’s use of these cookies. Find out more about how ÅF uses cookies and how you can manage them here: Read more

Menu
Newsroom

ÅF AB: Invitation to attend the Annual General Meeting of Shareholders

Published March 28, 2012
Viktor Svensson, Executive Vice President Corporate Information
+46 70 657 20 26



Shareholders of ÅF AB (publ) are invited to the Annual General Meeting of the
company that will take place at 15.00 (3 pm) C.E.T. on Monday 7 May 2012 at the
company's headquarters (address: Frösundaleden 2, Solna, Sweden). Registration
for admittance will commence at 14.00 (2 pm).

Entitlement to attend

Shareholders who wish to participate in the Annual General Meeting must

  * have their names entered in the shareholders' register maintained by
    Euroclear Sweden AB on Monday 30 April 2012 at the latest, and
  * confirm their intention to participate by 16.00 (4 pm) C.E.T. on Wednesday
    2 May 2012 at the latest via ÅF's website www.afconsult.com, or by telephone
    +46 10 505 00 00, or by post to ÅF AB, Legal, SE-169 99 Stockholm, Sweden,
    and must register any assistant(s) or advisor(s) at the same time.


The personal information kept in the shareholders' register maintained by
Euroclear Sweden AB will be used to register and draw up the list of voters for
the Annual General Meeting.

Shares registered in the name of a nominee
Shareholders whose shares are registered in the name of a nominee through a bank
or other nominee must, if they wish to exercise their right to participate in
the Annual General Meeting, temporarily re-register their shares in their own
name. Shareholders who wish to exercise their right in this way must inform
their nominee of their intention to do so in good time before 30 April.

Proxy
Shareholders who are represented through a proxy must issue a power of attorney,
duly signed and dated, for the proxy to act on their behalf. If the power of
attorney has been issued by a legal person, a certified copy of the certificate
of incorporation for the legal person must also be provided that confirms the
right to issue the power of attorney. The original of the power of attorney and,
where appropriate, the certificate of incorporation should be submitted in good
time before the Annual General Meeting to ÅF AB, Legal, SE-169 99 Stockholm,
Sweden. Proxy forms for making power of attorney arrangements are available on
the ÅF website: www.afconsult.com.

Annual Report
It is anticipated that the Annual Report will be published on www.afconsult.com
during the week beginning 9 April. Printed copies may be ordered via the ÅF
website or by phoning the ÅF Group switchboard.

Proposed agenda for the Annual General Meeting

 1. Election of someone to chair the meeting.
 2. Preparation and approval of the list of those eligible to vote.
 3. Approval of the agenda.
 4. Election of minute checkers.
 5. Confirmation of the legality of the call to meet.
 6. The President's/CEO's address.
 7. Report of the work of the Board of Directors and of the Remuneration and
    Audit Committees.
 8. Presentation of the Annual Report and the Auditors' Report together with the
    consolidated accounts and the auditors' report for the same.
 9. Resolutions concerning:
  * the approval of the income statement and the balance sheet together with the
    consolidated income statement and the consolidated balance sheet;
  * appropriations and allocations of the profit or loss made by the company
    according to the approved balance sheet, and the record day for the right to
    receive a shareholders' dividend; and
  * discharge from liability for the members of the Board of Directors and the
    President/CEO.
 10. Decision concerning the number of board members and deputy members to be
     elected by the meeting.
 11. Decision concerning the remuneration to be awarded to the Board of
     Directors and the Auditors.
 12. Election of Chairman of the Board, other members of the Board of Directors
     and any deputies.
 13. Election of Auditors and any deputy auditors.
 14. Resolution concerning the Nomination Committee.
 15. Resolution concerning the principles relating to salary and other
     remuneration for the President/CEO and other members of the senior
     management team.
 16. Resolution concerning the long-term incentive programmes:
16a   Employees' Convertible Programme 2012 for employees in Sweden
16b   Performance-Related Share Programme (PSP) for employees abroad.

 17. Resolution authorising the Board of Directors to acquire and transfer the
     company's own shares.
 18. Resolution authorising the Board of Directors to make a new issue of
     shares.
 19. Any other business relevant to the Annual General Meeting of Shareholders
     in accordance with the Swedish Companies Act.
 20. Close of the Annual General Meeting.


Election of someone to chair the meeting (item 1 on the agenda)

The Nomination Committee proposes that the Chairman of the Board, Ulf
Dinkelspiel, chairs the meeting.

Shareholders' dividend (item 9 on the agenda)

The Board of Directors proposes a shareholders' dividend of SEK 5.00 per share.
It is proposed that Thursday, 10 May 2012 be made the record day for the right
to receive this dividend. It is anticipated that payment will be made via
Euroclear Sweden AB on Tuesday, 15 May 2012.

Proposals re: the election of the Board of Directors and Auditors and
remuneration to the Directors and Auditors (items 10, 11, 12 and 13 on the
agenda)

The Nomination Committee proposes that the Board of Directors of the company
shall continue to consist of eight members elected by the Annual General Meeting
with no deputies.

It is proposed that remuneration to the Board up until the time of the next
Annual General Meeting shall total SEK 2,150,000, of which SEK 450,000 is
allocated to the Chairman of the Board of Directors and SEK 200,000 is allocated
to each of the seven other directors. For the members of the Audit Committee, it
is proposed that remuneration of SEK 90,000 is paid to the Chair and SEK 45,000
for each of the other members of the committee. For the members of the
Remuneration Committee, it is proposed that remuneration to the Chair be
increased from SEK 50,000 to SEK 75,000 and for each of the other members of the
committee from SEK 35,000 to SEK 45,000. This brings the total of fees paid out
for committee work to SEK 345,000.

The Nomination Committee also proposes that remuneration to the auditors be paid
in accordance with approved invoices.

It is proposed that following directors of the company be re-elected: Ulf
Dinkelspiel, Anders Snell, Eva-Lotta Kraft, Anders Narvinger, Björn O Nilsson
and Lena Treschow Torell. It is proposed that Joakim Rubin and Kristina Schauman
be elected to serve as directors of the company, to replace Patrik Enblad and
Helena Skåntorp, who have stood down from re-election.

Information about all the current directors of the company and board members is
available on the company's website. For information about the proposed new
directors, you are referred to the full text of the Nomination Committee's
proposal.

The Nomination Committee proposes that Ulf Dinkelspiel be re-elected to chair
the Board of Directors.

For further information about the proposed Board of Directors, you are referred
to www.afconsult.com.

The Nomination Committee proposes to the Annual General Meeting that Ernst &
Young be appointed auditors to the company, with Lars Träff as Senior Auditor,
to serve until the end of the 2013 Annual General Meeting.

Proposal for resolution concerning the Nomination Committee (item 14 on the
agenda)

The Nomination Committee that has been appointed to submit proposals to the
2012 Annual General Meeting of ÅF AB proposes that the principles governing
appointments to serve on the Nomination Committee shall remain the same as those
approved by the 2011 Annual General Meeting and which are described on the
company's website.

Proposals for resolutions concerning the principles relating to salary and other
remuneration for the President/CEO and other members of the senior management
team (item 15 on the agenda)

Remuneration
The ÅF Group bases rates of remuneration on the principle that remuneration
shall be payable on competitive market terms that enable the Group to recruit
and retain senior executives.

The remuneration of key personnel consists of the following components: basic
salary, variable remuneration, pensions and long-term incentive programmes.
Other remuneration may also be provided, usually in the form of a company car.

Basic salary and variable remuneration
These forms of remuneration are renegotiated annually. Remuneration shall be
based on factors such as duties, expertise, experience, position and
performance. In addition, the ratio between basic salary and variable
remuneration shall be related to the individual's position and duties. Variable
remuneration for the President/CEO is a maximum of 65% of fixed annual salary;
for other employees it is a maximum of 60% of fixed annual salary. Fixed annual
salary is current monthly salary multiplied by 12.2. Variable remuneration is
the amount after the deduction of social security contributions. The variable
component of salary is based on outcomes in relation to targets. The targets and
salary of the President/CEO are set by the Board of Directors. For other senior
executives, these are set by the President/CEO in consultation with the
Remuneration Committee.

Long-term incentive programmes
Key personnel within the ÅF Group may be eligible to participate in various
types of incentive programme on market terms. These programmes are long-term in
their nature and require that the individual remains in the employment of ÅF AB
throughout the duration of the programme. The emphasis shall be placed on share-
related incentive programmes that aim to reward performance, increase and spread
share ownership among senior executives, and encourage them to remain with the
company. The assumption is that a personal, long-term ownership commitment among
key personnel stimulates greater interest in the business and in profitability,
while also strengthening motivation and identification with the company, thus
safeguarding the company's needs for key competence.

Pensions
Senior executives shall have defined-contribution pension plans with premiums
that reflect current market terms and conditions. All pension benefits shall be
vested, and shall not, therefore, be dependent on future employment. The
retirement age is 60 for the President/CEO and 65 for other senior executives.

Termination of employment and severance pay
In the event that the President/CEO is given notice by the company, the period
of notice is 24 months. If the President/CEO gives notice, the period of notice
is 6 months.

As regards the period of notice between the company and other senior executives,
the period of notice from the company's side is normally 12 months and from the
employee's side, 6 months.

Proposal re: resolution concerning the long-term incentive programmes (item 16
on the agenda)

It is proposed that all ÅF Group employees in Sweden be offered the opportunity
to participate in a convertible programme and that key personnel employed by ÅF
Group companies outside Sweden be offered a performance related share programme
(PSP). The programmes will comprise a maximum of 2.2 percent of the number of
shares issued and 1.4 percent of total voting rights. On 31 December 2011 the
number of shares included in the current programmes, including shares to cover
social security contributions, totalled approximately 627,000: this corresponds
to approximately 1.8 percent of the number of shares issued and approximately
1.3 percent of the voting rights.

Proposal re: resolution concerning the Employees' Convertible Programme 2012
(item 16a on the agenda)

The Board of Directors proposes that the Annual General Meeting approves the
establishment of a convertible programme for ÅF employees in Sweden, based in
essence on the following conditions:

The programme means that ÅF AB raises a convertible subordinated debenture for a
nominal value of maximum SEK 150,000,000 by issuing convertibles. However, in
the event that the conversion rate at the time of issue should be set at an
amount that could lead to dilution of more than 2 percent of share capital after
full conversion, the maximum principal loan amount is to be reduced to ensure a
maximum dilution of no more than 2 percent. The subscription price for each
convertible shall correspond to its nominal amount.

Between 15 June 2015 and 15 March 2016 inclusive each convertible may be
converted by the owner into a class B share at a conversion rate calculated at
120 percent of the average latest price paid for the company's class B share on
the NASDAQ OMX Stockholm exchange during the period 11-18 May 2012 inclusive.

If all convertibles are assigned and the conversion rate is assumed to be SEK
125, which corresponds to 120 percent of SEK 104, on full conversion the share
capital will increase by SEK 3,405,900 based on a quota value of SEK 5 per
share. This corresponds to a dilution effect of approximately 2 percent on share
capital and 1.4 percent of voting rights after full conversion.

To enable the company to reduce share capital by an amount that corresponds to
the number of shares equivalent to that to which the convertibles that employees
have subscribed to can be converted, the Board of Directors proposes both that
it be authorised to acquire the company's own shares and to make a decision
about a reduction in share capital.

The Board of Directors proposes that the Annual General Meeting grant the Board
a mandate to make decisions on one or more occasions before the next Annual
General Meeting about purchases of the company's class B shares corresponding to
a maximum of 2 percent of the total of shares in the company. Buy-backs may be
made only on the NASDAQ OMX Stockholm exchange and only at a price within the
current registered price range on the purchase date. The Board also proposes
that the Annual General Meeting resolve that the company's share capital be
reduced by the number of shares that may be acquired under the terms of the
mandate given to the Board as described above for transfer to non-restricted
reserves (non-restricted equity).

Proposal re: resolution concerning the 2012 Performance-Related Share Programme
(item 16b on the agenda)

In order to implement the 2012 Performance-Related Share Programme, the Board of
Directors estimates that a total of 70,000 shares will be required, of which
55,000 will be transferred to participants in the programme and 15,000 will be
used to cover the costs of the programme, mainly in the form of social security
contributions. As exchange rate fluctuations can affect the number of shares
required, the Board proposes that up to 115,000 class B shares may be acquired
and transferred to employees within the ÅF Group, and that in addition it shall
be possible to transfer a portion of the total number of these shares on the
NASDAQ OMX Stockholm exchange to cover social security contributions and other
costs.

Approximately 30 employees in key positions will be offered the opportunity to
participate in the 2012 Performance-Related Share Programme, PSP 2012. Employees
who participate in PSP 2012 may, during the 12-month period from the
implementation of the programme, save an amount equivalent to a maximum of 5
percent of their gross salary for the purchase of the company's class B shares
on the NASDAQ OMX Stockholm exchange. If the employee retains the shares
purchased for three years from the date of the investment and if the employee
has been continuously employed by the ÅF Group during the entire three-year
period, the employee will be entitled to the corresponding number of class B
shares, free of consideration. In addition to this direct matching as described
above, the abovementioned key employees will be offered performance-matching of
up to five shares for each share so purchased.

The conditions for performance matching are that the mean annual increase in
earnings per share for the ÅF share during the period 1 July 2012 up to and
including 30 June 2015 shall be at least 5 percent. The base value for the
calculation of the increase in EPS is constituted from the EPS values for the
third and fourth quarter of 2011 and the first and second quarter of 2012. The
maximum number of performance-matched shares (i.e. up to five shares) will be
vested if the mean annual increase in EPS is equal to or in excess of 15
percent. No vesting of performance-matched shares will be made if the mean
annual increase in EPS is less than 5 percent. Matching of shares in the event
of a mean annual increase in EPS between 5 and 15 percent will be made on a
straight-line basis.

Costs
The overall effect on the income statement is estimated to total approximately
SEK 10 million, unevenly divided over the years 2012-2015. These costs shall be
seen in relation to total personnel costs for ÅF, which in 2011 amounted to SEK
2,890 million including social security contributions. These calculations are
based on the assumption that the shares made available under the terms of PSP
2012 will be fully subscribed.

Proposal for a resolution authorising the Board to acquire and transfer the
company's shares (item 17 on the agenda

a) The Board of Directors proposes that the Annual General Meeting grant the
Board a mandate to make decisions in period up to the next Annual General
Meeting about purchases of the company's shares on the NASDAQ OMX Stockholm
exchange or via offers made to shareholders.

b) The Board also proposes that the Board be granted a mandate to make further
purchases/transfers of the company's class B shares sales on one or more
occasions before the 2013 Annual General Meeting for the implementation of the
Performance-Related Share Programmes approved by the Annual General Meetings
2009-2011. Purchases may be made only on the NASDAQ OMX Stockholm exchange and
at a price within the current registered price range on the purchase date. A
maximum of 18,000 class B shares may be transferred to participants in the
Performance-Related Share Programmes for 2009-2011. In addition, the company
shall have the right to transfer on the NASDAQ OMX Stockholm exchange before the
2013 Annual General Meeting a maximum of 6,000 shares from its holding in order
to cover certain expenditures for the programme, primarily social security
contributions.

The mandate granted under (b) above also extends to the right to acquire or
transfer a larger number of shares as a consequence of a share split, new issue
or similar measures. The numbers of shares above have been calculated to allow
for the fact that changes in exchange rates may affect the number of shares
included in the programmes.

The aim of the proposed buy-back mandate as described in (a) and (b) above is to
give the Board greater freedom of action in the company's capital restructuring
process and, in accordance with the conditions described above, to enable the
company to secure ÅF's commitments with regard to the Performance-Related Share
Programmes already decided. Buy-backs are to be controlled in such a way that
the company's own holding does not exceed one tenth (1/10) of the total number
of shares in the company.

Proposal for a resolution authorising the Board to make a new issue of shares
(item 18 on the agenda)

The Board of Directors proposes that the Annual General Meeting grant the Board
a mandate to issue new class B shares on one or more occasions before the next
Annual General Meeting. Payment for new shares may be in capital contributed in
kind or, with preferential rights for shareholders, against cash. The purpose of
such an issue is to increase share capital by issuing shares on market terms.
However, the maximum number of new shares issued must not exceed 3,000,000,
which corresponds to an increase of a maximum of SEK 15,000,000 in the company's
share capital.



Shares and votes
ÅF's share capital totals SEK 170,295,010 and comprises a total of 34,059,002
shares, of which 1,608,876 are class A shares and 32,450,126 are class B shares,
corresponding to a total of 48,538,886 votes. Class A shares entitle the holder
to 10 votes per share. Class B shares entitle the holder to one vote per share.
At the time when this invitation to the Annual General Meeting was issued, ÅF AB
held 464,000 of the company's own class B shares, corresponding to 464,000 votes
for which there can be no representation at the Annual General Meeting.

Information to the Annual General Meeting
The Board of Directors of the company and the President/CEO shall, if requested
to do so by a shareholder and on condition that the Board considers that such a
request can be met without any significant adverse effects on the company,
provide information about circumstances that may affect the assessment of an
item on the agenda, or of the financial situation of the company or one of the
company's subsidiaries, and/or of the company's relationship to another Group
company. Shareholders who wish to do so may submit their questions in advance to
ÅF AB, Legal, SE-169 99 Stockholm, Sweden.

Further information
The full texts of the proposals of the Board of Directors with regard to the
resolutions above, together with a statement from the Board of Directors with
regard to the proposals concerning the shareholders' dividend and buy-backs of
the company's own shares will be available at the company's headquarters
(address: Frösundaleden 2, Solna, Sweden) from 16 April 2012 and will also be
posted on the company's website www.afconsult.com. Shareholders who wish to
avail themselves of these documents may apply to the company to have the
material sent to them by post or e-mail.

                             Stockholm, March 2012

                                  ÅF AB (publ)
                               Board of Directors

 The ÅF Group is a leader in technical consulting, with expertise founded on
more than a century of experience. We offer highly qualified services and
solutions for industrial processes, infrastructure projects and the development
of products and IT systems. Today the ÅF Group has more than 4,500 employees.
Our base is in Europe, but our business and our clients are found all over the
world.


Download/open as file: